Jump to: Spoilers (13)
George Clooney was 42 years old at the time of filming the scene in which the other actors guess his age.
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The Night Fox's mansion is on the shores of Lake Como in Italy. The name of the city overlooking Lake Como is Bellagio. The city and the lake were the inspiration for the design of the Bellagio casino in Las Vegas, site of the heist in Ocean's Eleven (2001).
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While on production in Rome, Brad Pitt and George Clooney were not allowed back into the hotel because the doorman thought they were vagrants after the actors were caught in a rain storm while jogging.
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Before filming began, Brad Pitt put out a memo to all crew members stating that they only address George Clooney as his character's name Danny Ocean or Mr. Ocean. Eventually Clooney found out about this and got back at Pitt by putting bumper stickers on the back of his car that read "I'm gay and I vote" and "Small penis on board."
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Matt Damon requested, just prior to the beginning of production, that the script be revised so that his character would have a smaller role in the story. Damon had just finished shooting The Bourne Supremacy (2004), and claimed that he was too exhausted to play a character that had such a major role in the movie. Director Steven Soderbergh denied Damon's request, claiming that he felt Damon's character was integral to the plot, and that giving Damon less screen time would diminish his character's impact on the plot. Damon's character Linus asked to a more integral part of the story.
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When Linus finally speaks to the gibberish-tooting Matsui, the words he speaks are from the Led Zeppelin song "Kashmir", as Rusty is quick to point out when they step outside. ("Kashmir?")
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The necklace that Brad Pitt wears in the movie is a replica of his wedding ring that he wore while married to Jennifer Aniston.
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The Americans steal only four out of eight paintings off a wall in the villa of The Night Fox. This is done so the empty frames of the stolen paintings form a shape reminiscent of a hand with outstretched middle finger.
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In the rough working draft of the script, Clint Eastwood was penciled in for a cameo appearance to play the role of Matt Damon's (Linus Caldwell's) father, Bobby Caldwell.
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The video camera that Yen uses while in the hotel room is a Canon XL1S. For director Steven Soderbergh's low-budget/star-studded indie film Full Frontal (2002), he used the same camcorder to shoot the film and keep the budget low.
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The story of this film was taken from "Honor Among Thieves", a screenplay treatment written by George Nolfi that was originally intended to be a John Woo vehicle. When it was decided that Ocean's Eleven (2001) was going to have a sequel, Warner Bros. asked Nolfi to rewrite the script, adjusting it for the Ocean's Eleven characters.
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The scene at the Central Station in Amsterdam was actually shot at station Haarlem.
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The Pulitzer Hotel in Amsterdam played host to the cast and crew for filming. A picture of George Clooney and Julia Roberts can be found on the wall in Pulitzer's Bar, and the description beneath mentions that the hotel restaurant was used for lobby scenes.
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This is the second time that Bruce Willis plays himself in a film in which he shares a scene with Julia Roberts, after The Player (1992).
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Six of the Ocean's Twelve have won Oscars: George Clooney, Brad Pitt, Julia Roberts, Matt Damon, Catherine Zeta-Jones, and Casey Affleck.
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The white van in which the Fabergé egg is being transported in, is actually from an existing security company, whose name is visible on the side in certain shots (Group 4 Falck). They handle security and emergency services (ambulance and fire brigade) in the UK and Denmark.
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The museum intended to be robbed has the name "Galleria D'Arte di Roma" on the outside, but the building is not actually one of the countless museums in Rome (although some exhibitions are held there), but rather the British School at Rome located in the lands of Villa Borghese.
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During the sequence in which the audience is re-introduced to the characters, Reuben Tishkoff (Elliott Gould) is getting a tarot card reading. On the table, the card "Five of Wands" out of the Raider Waite deck can be seen. This card mainly symbolizes an upcoming competition between two parts.
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Ricky Gervais turned down the role of Basher's engineer. He said, "Why say a couple of lines opposite Brad Pitt when I could be playing a lead back home?"
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Peter Fonda filmed a cameo as Bobby Caldwell, Linus's father, but it didn't make the final cut.
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Europol is located in The Hague, and not in Amsterdam, as suggested in the movie. The scenes at the Europol office with Isabel were not shot in the Europol building, but rather in the city hall of The Hague. The Hague is about 50km south of Amsterdam.
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Shooting in the Netherlands caused some train delays. The Thalys that was used in the film accidentally broke the upper contact wire. Since the wire broke at the point where several wires connected, the power on several tracks was lost. It took two hours to undo the damage.
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The scene in which the night fox left a wake up call for Danny for him to get up a lot earlier then he was supposed to and Rusty saying on that's just mean, was a nod to the first movie. During filming of the first movie George and the rest of the cast would leave Julia a 6 am wake up call even though she didn't have to be on set till noon.
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Although Europol is a policing organisation operating in the EU - it has no executive powers to execute warrants or arrest as shown in the movie. It exists to foster cooperation between EU member states' domestic police services.
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During the scene on the train platform, Danny and Basher discuss Danny's age. The trailer features more lines between the two of them from this same scene, which did not make it into the final movie.
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The mark for the first theft in Amsterdam is named Van Der Woude. One of the second unit assistant directors for the film was Basti Van Der Woude. He actually appears briefly in one scene, as the taller of the two suit-wearing gentlemen accompanying Cherry Jones.
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Brad Pitt called Matt Damon to convince him to do the movie. Damon was going to back out of the movie, since his character didn't have a prime role. Plus, he was coming out of filming the Bourne movie. The script was rewritten for Damon. This led to Linus asking Rusty to take on a bigger part on the next con in the airplane. Mark Wahlberg was considered to play Linus if Damon passed.
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The drysuits used by the gang were custom made for the production in two weeks by husband-and-wife team Gareth and Tina Roberts of Gryphon Watersports in Staffordshire, England. Only one of the ten suits ordered had to be fully functioning and waterproof, but the tight deadline still meant that the couple had to work round the clock to get the suits ready in time for the shoot in Amsterdam.
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Ellen Barkin, who would play Abigail Sponder in the sequel Ocean's Thirteen (2007), actually shot a small cameo for this film. It was ultimately cut. It can however be seen on the Blu-ray release (under the additional footage section, the "Meet the Team, Again" sequence).
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Ocean's 11 (1960) was released at the time that the Rat Pack hit their stride in Vegas, and a 1960's Vegas theme runs through all three films in the Oceans reboot. This which is largely conveyed through the music, which is intended to sound as if it had been lifted directly from that era. The pop music of the pre-Beatles early sixties tended to be a bit on the clean-cut and cheerful side, but the inspiration for the soundtrack was clearly from the late sixties, which has more attitude and conveys a more aggressive feel. In one section it distinctly borrows from one highly popular hit of the latter part of the decade. As the Oceans crew takes the train during the flashback sequence, the music borrows directly from one late-sixties rock hit, including a nod to the main riff from Inna Gadda Da Vida at the beginning end of the action scene, and with the mayhem taking place over a nod to the jam section from the album version of that song.
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The fake wake up call is a reference to a prank George Clooney and Brad Pitt often played on Julia Roberts while shooting Ocean's 11. They would tell her the call time was 5 AM when, in reality, it wasn't until noon.
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If you add Tess' participation in this film to the original eleven members of the first film, you get Ocean's Twelve.
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The name of Bruce Willis does not appear among the actors in the credits.
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Although, Brad Pitt and Catherine Zeta-Jones, as well as George Clooney and Julia Roberts portray as couples in this film, these actors have switched partners in other roles. Brad Pitt and Julia Roberts in The Mexican, and George Clooney and Catherine Zeta-Jones in Intolerable Cruelty.
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Five cast members also guest starred on Friends (1994-2004) including Brad Pitt, George Clooney, Julia Roberts, Bruce Willis and Elliot Gould
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Vincent Cassel (Toulour) is the son of Jean-Pierre Cassel, who appeared with Albert Finney (LeMarque) in Murder on the Orient Express (1974) (1974).
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It may seem weird that the foundation poles of the canal house in Amsterdam are under water, but this is how foundations were built there for centuries. Wooden poles were driven into what is essentially swamp land. To stop the poles from rotting they must be under water at all times.
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On the train scene Turk is wearing a Red Sox cap while Danny is wearing a Yankees cap. This was to make it more believable for the fight to distract the undercover guards on the train. This is because the Yankees and the Red Sox have been rivals for over 100 years, and their fans don't get along.
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Aside from Ocean's Eleven (2001), Ocean's Twelve (2004) & Ocean's Thirteen (2007), George Clooney and Brad Pitt also worked together on Burn After Reading (2008) as Harry Pfarrer & Chad Feldheimer respectively.
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The fake name used by Danny Ocean is M. Diaz. George Clooney played Bruce Wayne, which gets translated as Bruno Diaz in Latin America.
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Matsui is the brand name used by Curry's, a chain of electrical retailers in the UK, for their own-brand range of microwaves, TVs etc.
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When Benedict tracks down Danny Ocean in the next scene Danny is on his cell. The assumption was he called Rusty. Therefore, all the guys would have been tipped off.
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Reunites Catherine Zeta-Jones and Don Cheadle who both co-starred in another Steven Soderbergh film, Traffic (2000). However, both have minimal time together onscreen in both films.
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Bruce Willis, who appears as himself in the film, was originally signed to play Danny Ocean in Ocean's Eleven (2001), but pulled out due to scheduling conflicts.
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When Bruce Willis is in Tess's hotel room, Linus says to Bruce, "We're looking to come off this pregnancy thing strong. You know, that little statue on the mantle starts smirking at you after a while, know what I'm saying?" Bruce says no, he doesn't. Both Julia Roberts, to whom he refers, and Matt Damon have been awarded Oscars, while Willis has not.
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The transportation of the Fabergé Egg is analogous to the real world transport of the Cullinan Diamond in 1905. At 3106 uncut carats, transporting it safely from South Africa to England posed a bit of a problem with regards to security. Detectives from London were placed upon a steamer ship that was rumored to carry the stone, but this was a diversionary tactic. The stone on that ship was a fake, meant to attract those who would be interested in stealing it. The actual diamond was sent to England in a plain box via parcel post.
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The movie, that the "real" Julia Roberts is discussing in Los Angeles, is "Clowns Can't Sleep", which was the working title for the script of this movie.
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Linus at the museum says to Bruce Willis, "The moment she doesn't talk to you in the restaurant, I knew." He is referring to the movie in which Willis plays the lead, The Sixth Sense (1999).
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In the first film, Don Cheadle, who is American, affects a thick Cockney (British) accent to play munitions expert Basher Tarr; an accent that, by Cheadle's own admission, was not very good. Indeed, it was also panned by several movie critics. As an in-joke to the criticism of his Cockney accent, not-so-subtle accent references were written into both sequels. In this film, as Basher, Linus, and Turk are preparing Tess to impersonate Julia Roberts, Basher is fixated on Tess getting the accent right, insisting that if her accent isn't spot on, nobody will believe her performance. In the later third installment of the trilogy, Basher would frequently be seen reading a book about speech and diction, using what he learns from it to convincingly pull off a passable American accent while impersonating daredevil Fender Rhodes.
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Topher Grace mentions to Rusty that he "phoned it in" during a movie with Dennis Quaid. Grace actually did do a movie with Quaid, In Good Company (2004), which was released the same month as this film.
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The technique Toulours uses to avoid the laser security in the Galleria D'Arte in the flashback scene is very similar to the technique used by the character Gin Baker in Entrapment (1999). That character is played by Catherine Zeta Jones and has similarities to the character she plays in this movie. Both are investigators - Gin is an insurance investigator and Isabel here works for Europol. In both movies the characters start off investigating a crime that, by the end of the movie they ultimately end up involved in.
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The end scene with Catherine Zeta Jones and Albert Finney was filmed separately as neither actor could match schedules.
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As the museum robbery is being planned, the table is surrounded by eleven chairs, corresponding to number of the original team (swapping Tess for Saul) - despite the fact that only nine team members were ever expected to be there. Later, when the three remaining team members meet at the same location, there are thirteen chairs rather than eleven. Shortly afterwards, Saul rejoins them, and then Linus's mother arrives, which comes to a total of thirteen individuals who directly participated in the action aspects of the master plan. While it is most likely a coincidence, there are eight red chairs and eight members of the above thirteen in paired relationships, along with five black chairs and five members without paired relationships. The actual arrangement of the chairs is mainly a design element.
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Cherry Jones (Linus's mom) appeared in The Perfect Storm(2000) with George Clooney and Mark Wahlberg. Mark Wahlberg was scheduled to replace Matt Damon if he chose not to return.
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At one point in this film there is discussion about Danny's age. He asks if he looks like he is fifty. In Ocean's Eight (2018), his sister Debbie visits a mausoleum in which Dany is either buried or using it as a ruse to avoid being hit by either Terry Benedict or Willy Bank. On the marker it gives his dates as 1963 - 2018. As Ocean's Twelve takes place in 2004, this would make Danny's age to be either forty-one or forty-two. It fact, George Clooney was born in May of 1961, which would make him two years older than Danny Ocean.
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